In McMullin v. Beran (Del. 2000) 765 A.2d 910, the court conducted "an examination of the board of directors' statutory duty and fiduciary responsibilities to minority shareholders in the specific context of evaluating a proposal for a sale of the entire corporation to a third party at the behest of the majority shareholder." (McMullin, supra, 765 A.2d at pp. 918-919.) Members of the board of directors in McMullin voted to sell the company under circumstances in which the interests of the majority shareholder and the company were in conflict. (Id. at p. 921.) The plaintiffs, minority shareholders, alleged the board of directors initially voted to delegate the management of the sale process to a conflicted majority shareholder and then voted to recommend the approval of the sale without adequately informing themselves about the transaction and without determining whether the sale price equaled or exceeded the company's value. (Id. at pp. 922-924.) Although the Delaware court mentioned the directors' "affirmative responsibility" to protect the minority shareholders' interests, it was in context of the directors' duty to make an "informed decision" in approving the sale. (Id. at pp. 919-920.) McMullin makes clear that the "business judgment rule" applies in these situations. McMullin explains that "one of the fundamental principles of the Delaware General Corporation Law statute is that the business affairs of a corporation are managed by or under the direction of its board of directors. The business judgment rule is a corollary common law precept to this statutory provision. The business judgment rule, therefore, combines a judicial acknowledgment of the managerial prerogatives that are vested in the directors of a Delaware corporation by statute with a judicial recognition that the directors are acting as fiduciaries in discharging their statutory responsibilities to the corporation and its shareholders. The business judgment rule 'is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company." (Id. at p. 916, ) The business judgment rule therefore has both a procedural and a substantive element. (McMullin, supra, 765 A.2d at pp. 916-917.) "Procedurally, the initial burden is on the shareholder plaintiff to rebut the presumption of the business judgment rule. To meet that burden, the shareholder plaintiff must effectively provide evidence that the defendant board of directors, in reaching its challenged decision, breached any one of its 'triad of fiduciary duties, loyalty, good faith or due care.' Substantively, 'if the shareholder plaintiff fails to meet that evidentiary burden, the business judgment rule attaches' and operates to protect the individual director-defendants from personal liability for making the board decision at issue." (Id. at p. 917.)